Canadian M&A Perspectives Private and Public Mergers & Acquisitions | Private Equity

Monthly Archives: November 2011

What’s the Best Way to a Billion: M&A or IPO?

Posted in Public M&A, Strategy

Unless you’ve been living under a rock for some time, you’ll recall the exchange in The Social Network between Sean Parker, Mark Zuckerberg and Eduardo Saverin: “this is no time to take your chips down. A million dollars isn’t cool. You know what’s cool? A billion dollars.” If you’re an entrepreneur or investor with audacious… → Read More

The Implied Covenant of Good Faith and Fair Dealing: Delaware Rocks On

Posted in Contractual Matters

Earlier this month, the Delaware Court of Chancery released its opinion in Winshall v. Viacom International, Inc. The Court dismissed a claim for breach of the implied covenant of good faith and fair dealing in a merger agreement. The sellers of Harmonix Music Systems, Inc., the creator of the music-oriented video games Rock Band and Guitar… → Read More

There’s Some Optimism Out There – Survey of Private Equity and Venture Capital Professionals Finds a Positive Investment Climate in Canada

Posted in Private Equity

Despite challenging capital markets and general economic uncertainty, signs point to increasing optimism among the Canadian private equity and venture capital investing community, according to a recent survey conducted jointly by McCarthy Tétrault and the Canadian Venture Capital & Private Equity Association (CVCA).    Members of the CVCA were surveyed from November 9-18 on such… → Read More

OSC Dialogue 2011: Significant New OSC Policy Projects on M&A Matters Discussed

Posted in Public M&A, Shareholders

After a few years on hiatus, the Ontario Securities Commission hosted its “Dialogue” conference once again on November 1, 2011. OSC Dialogue opened with a speech from the Chair of the Ontario Securities Commission, Howard Wetston, and filled the morning with two panel discussions, one on market infrastructure and another on strategic issues in investor… → Read More

Materiality in Securities Legislation: Four Points from the Supreme Court of Canada

Posted in Public M&A

One of the issues in securities law generally is what constitutes “materiality”. In a later post we will discuss “material adverse change” clauses in M&A agreements, but this post is about the fundamental question of what is “material”. A recent case of the Supreme Court of Canada, Sharbern Holding Inc. v. Vancouver Airport Centre Ltd…. → Read More

The Use of Global Depositary Receipts for an Acquisition of a Canadian Public Company – Part 2

Posted in Public M&A

In my previous post, I outlined some of the features of a Global Depositary Receipts (GDRs) program that was utilized by HRT Participações S.A. (HRT), a Brazilian-based and listed exploration and production company, in its acquisition of UNX Energy Corp., a Calgary-based TSXV listed exploration and production company with oil and gas assets located in… → Read More

The Use of Global Depositary Receipts for an Acquisition of a Canadian Public Company – Part 1

Posted in Public M&A

Depositary receipts, which are a type of security that is traded on a stock exchange but which represent an interest in an underlying security that is issued by a publicly traded company in another jurisdiction, have been around since the 1920s in the form of American Depositary Receipts (ADRs), and more recently, in the form… → Read More

7 Tips For Hiring the Right Investment Banker

Posted in Public M&A

So you are on the board of a public company that has decided to explore strategic alternatives, including a potential sale of the company. Or perhaps you are the CEO of a company who is looking at a significant strategic acquisition or divestiture of a business unit or division. You have a great team of lawyers at… → Read More